TOPSIDE A film by Logan George and Celine Held Starring: Zhaila Farmer, Celine Held, Jared Abrahamson,

**WINNER - Special Jury Recognition for Directing - SXSW Film Festival 2020** **OFFICIAL SELECTION - SXSW Film Festival 2020**

U.S Press Contact International Press Contact Cinetic Marketing Claudiatomassini & Associates Julie Chappell Claudia Tomassini [email protected] +49 173 2055794 [email protected]

Short synopsis

Underneath the streets of , a five-year-old girl and her mother live among a community that has claimed long-abandoned subway tunnels as home. When the pair is forced to flee above ground into a cold winter night, mother and daughter are plunged into a challenging world of chaos and tragedy that makes their uncertain underground life seem idyllic by comparison. Deftly weaving escalating suspense with sharp bursts of humanity in a nocturnal urban tangle, TOPSIDE marks the feature-filmmaking debut of Logan George and Celine Held (who also stars) and introduces astonishing first-time performer Zhaila Farmer in this affecting tale of the deep love and sacrifice rooted in the parent-child bond.

Long synopsis

Nikki (Celine Held) and her five-year-old daughter Little (Zhaila Farmer) live a perilous but close-knit and loving existence in the cavernous subway tunnels beneath . When city officials raid their encampment, mother and daughter are forced "topside" into a nocturnal world that is even more chaotic, menacing and unpredictable than their subterranean routine. Featuring an astonishing central performance by Farmer, making her feature-film debut, filmmakers Logan George and Celine Held (who also stars as Nikki) cast a child's- eye gaze onto two very different environments — one unspooling in muted darkness, the other in harsh and blinding light — eliciting wonder, fury and suspense out of a mother's desperate and heartbreaking attempts to keep her child safe from harm across one frantic and frigid wintry night.

A CONVERSATION WITH FILMMAKERS LOGAN GEORGE AND CELINE HELD

How did you two meet?

Celine Held: Logan and I met at in 2010, as drama majors. After graduating in 2012, we drifted apart, and during that time, I started writing the script for TOPSIDE. I sent the initial script to Logan in 2014.

Logan, what were your first thoughts on the material?

Logan George: I was drawn to this idea of a community that was living and flourishing underground; I felt like cinematically it was something that had never been seen before. Because of this concept, we started working together professionally.

When did you first start going down into the tunnels beneath Manhattan?

CH: The first time I went down was in 2012, but there was no one living down there anymore; I was actually arrested for trespassing. But I saw a lot of remnants of the community that lived down there in the ‘80s and ‘90s. In 2014 and 2015, in order to concentrate on the script, I took Logan to the Freedom Tunnel, which runs down the west side of Manhattan from 125th Street to 72nd Street, it's currently used by Amtrak trains.

LG: This tunnel fell into abandonment in the 1980s, when dozens and even hundreds of people made it into a community before they were evicted. Now it's illegal to go there, but we've been down a few times.

How did you research the tunnel communities when there was no evidence left of their existence?

LG: The city had cleared out virtually everything that indicated people have lived down there, out of safety for the trains that pass through daily. All that remains is the graffiti, and even that's been washed away to a certain extent. This graffiti artist Chris Pape, a.k.a. Freedom, brought the tunnel to its elevated status in the '70s and '80s by spray painting these incredible murals underneath some light shafts, these gigantic pieces of art, which gave the space more of a community feel. He's now in his mid-40s and living in , so we eventually got in touch with him, sent him our script, and he gave it his stamp of approval on the look and feel of the tunnels we created. We eventually hired him to recreate some of his own works from the original Freedom Tunnel in our tunnel we shot in during the production of Topside.

Was Jennifer Toth's book The Mole People a major influence on your story?

CH: Yes. In 2009/10, I was working for a non-profit on the Lower East Side during my freshman year at NYU, working with disadvantaged kindergartners and also babysitting kids on the Upper West Side. I read The Mole People while I was working, and really sensing the difference between these two sets of kids - the more privileged kids I was babysitting, and the children in the kindergarten. In The Mole People, I came across the line referring to "adults as young as five," which became part of our movie, and I felt like a whole world clicked into place. I wanted to tell a story that was cinematic, like The Mole People, but also something people could connect to, and was very human, like some of the stories I came into contact with working with young children from very different backgrounds.

LG: The Tunnel: The Underground Homeless of New York City by Margaret Morton was also very influential on our script, as was Teun Voeten's Tunnel People.

When did you start making short films about homelessness?

CH: We made a short film in Texas called "Caroline," which was shortlisted for the Palme d'Or at Cannes, played at Telluride, and was shortlisted for the Academy Award. But we actually made two documentaries as research for TOPSIDE, one of which is an interactive exhibition called 50 Moments. We interviewed more than 50 people currently experiencing homelessness in New York City, between 2015 and 2018, editing them into minute-long pieces. The other piece, Mornings, came out of us being the first-ever film crew to enter family shelters in the United States. We filmed three different families across New York from the moment they wake up until they leave for work or school. Both of these projects were a huge influence on our script for TOPSIDE, in terms of our major characters and how we came to develop the story.

What did you learn from making these films?

LG: We always saw it as research, but the research had merit unto itself, which is how the documentary projects were born. We wanted to find authenticity, which led to us recording and filming so many of our interviews.

CH: Some of the people from both documentary projects have become very good friends, and went on to appear in TOPSIDE, as cast or crew members. All of our projects have been very collaborative, and we've tried not to be precious about the script or documentaries, being as open as we could to everything our subjects wanted to share with us. TOPSIDE is ultimately a very contained story; we don't want it to stand for anything bigger than what it tells. But in researching for it, we came into contact with some truly incredible stories, and incredible people who helped us shape this world.

How did you find the right tunnel for the movie?

LG: We could have recreated the Freedom Tunnel and its community on a soundstage, with its unique shack-like living spaces, but it was important to us to film in an actual tunnel so we could make use of the unique acoustics and interiors. We started looking for tunnel systems in the United States, and found some in Ohio and Las Vegas, but they weren't quite as evocative as the original Freedom Tunnel, where in certain places you could look straight ahead for almost a mile. We needed something with that kind of scale. Within New York State, Celine found this tunnel in Rochester that the city didn't know what to do with — it's over a mile long and quite clean with very little natural light, like a big black box. You could be in the middle of it and it's pitch black. It was built during the same decade as the Freedom Tunnel, so it shared similar architecture, and it took us out of New York City, which financially made things more feasible.

How did you come to cast Zhaila Farmer in the lead role as five-year-old Little?

CH: Jennifer Venditti () only cast the lead role of our film because she was tied up with other projects. After she read the script, she wanted to meet with us, because she felt a deep connection with the story, and as it turned out, she had already found Little. She was casting for HBO's "Euphoria," doing an open call at a church, and in walked the Farmer family, thinking the church was still operating as a soup kitchen. Jennifer immediately put the entire family on camera with their father’s agreement — they're all gorgeous, and incredibly talented, and they have these golden hearts.

LG: We ended up getting really close to them after we cast 7-year-old Zhaila as Little.

How did you build trust with the family, and with Zhaila in particular?

LG: Going through the process of that definitely brought a lot of trust to Wendell and Diana (his partner and the kids' mother), understanding that we were coming from a good place in terms of the casting and execution of TOPSIDE.

CH: After Jennifer cast Zhaila in May 2018, our financing fell through. Even though we weren't making the movie yet, we wanted to stay in Zhaila and the Farmer’s lives and begin to form a bond for when we were able to film. I started picking the kids up from school, and through that, Zhaila and I became close. Zhaila and I started going on our own little adventures, while Logan was taking the other kids on different outings.

LG: Zhaila ultimately was going to the be the centerpiece of our non-yet financed production, so as far as preparing her for that, the idea was to take her places that were outside her comfort zone, places that were new to her, where there were a lot of people.

CH: When we were out together just the two of us, we made up these little worlds, talking about what it would be like if we could fly all the time, which Logan and I ended up writing into the script. Through Zhaila, we broadened the foundations of who Little could be, and what her imagination might be like. We just wrote who Zhaila was into the existing script as our bond developed.

Did you find her to be a natural performer?

LG: She's not your normal six- or seven-year-old, which was her age at the time we met her, but that was what was so fascinating about her — she has this aura that comes from her constantly gauging a situation, or the world around her, plus she has these keen eyes, she's always taking people in, and looking, and we thought that was such a wonderful quality to the character of this child. On set, she was incredible in the way she was open to taking direction, there were moments when she had to hit a certain mark, or have blocking that takes you from A to B in the story, and the fact she was able to do that at her age and still feel honest in the moment was the reason why our movie even remotely works.

CH: On set, I wore a small earpiece so Logan could communicate directly with me — Zhaila didn't memorize any lines, or any blocking, and since I play her mom, I was able to feed her lines, or otherwise have a conversation with her, and we captured what we could. Logan would let me know through the earpiece if there was a problem with the camera, or with the take, and since Zhaila was working within a 360-degree environment, in rooms that she helped mold with her favorite toys, etc., it just became part of her natural environment over time, she felt comfortable.

LG: Honestly, I think the reason we were able to find financing for TOPSIDE is because we proved, through "Caroline," that we were able to work with children, and because Celine had developed such a tight bond with Zhaila. Considering the limited hours we had with her each day on set, it wouldn't have been possible for another actor to play Nikki, with our limited budget.

How is the family doing now?

CH: They're living in Staten Island, and we still see them often. They're all thriving, we're just so happy they're all together.

How long did it take to shoot TOPSIDE?

CH: We shot for 26 days in a 32-day stretch; there were six splinter days.

LG: We shot in April 2019 into May, over six weeks, half in New York City for all the exteriors, including Les' apartment, and the subway scenes, and the remaining three weeks in Rochester, doing all the tunnel work.

What are some of the major themes of TOPSIDE, in your opinion?

LG: We were attracted to this story on a very cinematic level, and through the research that we did, and the people that we talked to, we came to tell a very harsh and ultimately sad story. So if there is a theme across the stories of people we spoke to, they are aspects of poverty that we were not out to romanticize in any away. But at the same time, we wanted to dig deep into our subject and showcase some things our audience might be unaccustomed to, or not comfortable experiencing, while still leaving room for engagement. We're not trying to impart any kind of moral messaging, but it was important with this movie to speak frankly about addiction, poverty, and homelessness, within the context of the mother-child relationship.

CH: The thing that holds all of it together is the love between Nikki and Little.

LG: We definitely did not want to tie our story up into a nice little bow in the end, it's something we actively sought not to do, because we want audiences to walk out of TOPSIDE and still be wrestling with the decisions characters have made, many of them out of love. It felt like a great way for the story to sit with audiences, without making it easy to digest.

After the cancellation of SXSW and how the world has changed since then, what does it mean to you to have your film premiere at the Venice Film Festival in Critics’ Week?

LG: There are so many films without homes right now, so we feel so incredibly lucky to have one for our film. TOPSIDE is also the first U.S. film since 2007 - 13 years - to play in competition at Critics' Week, which is in and of itself a huge honor.

We've never been to the Venice Film Festival - we know this year will be different, but we feel like it will be this celebration of film: of coming together, of being part of something that has been cancelled over and over since March, something that we all feared may never come back, at least for a while. It's the start of the championing of films again, a little return to normalcy. We're thrilled to be part of that.

The film’s major themes make it one that is always relevant, but do you look at it with any new lenses or perspectives given how unprecedented 2020 is?

CH: This film shows New York as it was, January 2020 and prior - dirty subways, hundreds on the streets, a New York that never shuts down. We look at it now as our love letter to that New York - a little time capsule of what it was, and may take years to return to. We hope, as people watch the film, that they are able to lose themselves in a world so completely different from their own, and are able to see this world through Little's eyes.

Cast Bios

Zhaila Farmer (Little) was born on June 28, 2011. She recently turned 9 years old. Zhaila lives in Staten Island, New York, with her parents, Diana and Wen'dell, and her siblings Dante (11), Ciara (11), Jazleen (7), and Kalise (5). Zhaila loves the color green, Jojo Siwa, and playing pretend. TOPSIDE is her first film.

Jared Abrahamson (Les) was born and raised in Flin Flon, Manitoba. After a stint working in the mines and competing as a pro mixed martial arts fighter, he decided to pursue acting and moved to Vancouver to attend the Vancouver Film School.

He can currently be seen on the hit series "Letterkenny" and will next be seen on the hit Hulu series "Ramy" as well as in 's directorial debut ON THE COUNT OF THREE and LIKE A HOUSE ON FIRE opposite Sarah Sutherland. While best known for the critically acclaimed feature film AMERICAN ANIMALS, opposite Evan Peters and Barry Keoghan, which premiered at the 2018 Sundance Film Festival, Jared has also starred in the hit Canadian feature GREGOIRE, for which he was nominated for a Leo Award for Best Actor, and the independent feature NEVER STEADY, NEVER STILL, which premiered at the 2017 Toronto Film Festival and was nominated for eight Canadian Screen Awards including Best Picture. His breakout performance came in the 2016 feature HELLO, DESTROYER, for which he was awarded TIFF rising star and won Best Lead Performance in a Motion Picture at the LEO Awards and was nominated for Best Performance by an Actor in a Leading Role at the Canadian Screen Awards.

Other credits include the features SWEET VIRGINIA with Jon Bernthal and Rosemarie Dewitt; DETOUR opposite Tye Sheridan; HOLLOW IN THE LAND with Diana Agron; and television series including "Fear of the Walking Dead," "Awkward" and the comedy "The Manzanies" with Kirstie Alley and Rhea Pearlman.

He currently resides in New York.

Fatlip (John) is a Los Angeles-born hip hop musician. His music career began at a church in South Central Los Angeles where he sang and played drums for his mother’s gospel choir. As a teen in the mid 80s, Fatlip fell in love with New York hip hop culture and set out to become a rapper. At a local talent show, he met young producer J-Swift who invited him to join a music collective called South Central Unit.

Fatlip’s career began with the hip hop group . In 1992, The Pharcyde released its first album “Bizarre Ride II The Pharcyde,” Kayne West’s self- proclaimed favorite album of all time. The album went gold. The group has performed at every major festival from Lollapalooza to Glastonbury. In the group, Fatlip could be recognized for his conversational-style delivery of his verses and for having the deepest voice in the group. The Pharcyde’s follow up album “” was also critically acclaimed.

Fatlip’s solo debut album “The Loneliest Punk” was released in 2005, and includes his single from 2000 “What’s Up Fatlip?”. The music video for “What’s Up Fatlip?” and subsequent documentary of the same title were both directed by . Fatlip has collaborated with dozens of world-renowned artists, from to Portugal. The Man.

Fatlip currently lives in Los Angeles. TOPSIDE is his first film.

Crew Bios

Celine Held & Logan George - Writer & Director, ‘Nikki’ (Held), Editor (George) Celine Held & Logan George are a co-writer/director duo based in Brooklyn, New York. Logan & Celine's debut feature film TOPSIDE will have its world premiere at the 77th Venice Film Festival in the International Critics’ Week Competition. Their work as a team has premiered in competition at Cannes Film Festival (Palme d’Or nominee 2018), Sundance Film Festival, , SXSW (Jury Award for Best Director 2020), among many more. They were named as one of Filmmaker Magazine’s 25 New Faces of Independent Film in 2017. See more at elofilms.com.

Anthony Bregman - Producer (Likely Story) Anthony Bregman’s films include the Academy Award winning ETERNAL SUNSHINE OF THE SPOTLESS MIND; FOXCATCHER; SING STREET; ENOUGH SAID; BEGIN AGAIN; COLLATERAL BEAUTY; INDIGNATION; SYNECHDOCHEM NEW YORK; THE CIRCLE; THE ICE STORM; THUMBSUCKER; AMERICAN ULTRA; FRIENDS WITH MONEY; OUR IDIOT BROTHER; EVERY DAY; EVERY SECRET THING; THE WHOLE TRUTH; ; THE TAO OF STEVE; LOVELY & AMAZING; HUMAN NATURE; THE SAVAGES; THE EXTRA MAN; and THE ORANGES. Most recently, Bregman produced Fox Searchlight’s DOWNHILL, starring Julia Louis-Dreyfus and Will Ferrell, Tamara Jenkins’ PRIVATE LIFE, ’s LAND OF STEADY HABITS, and Jennifer Kaytin Robinson’s SOMEONE GREAT, starring Gina Rodriquez. Bregman’s first TV series, “Living With Yourself,” starring Paul Rudd, launched on Netflix in October of 2019.

In the fall of 2006, Bregman founded the New York City-based production company Likely Story, which he runs with Stefanie Azpiazu. Prior to Likely Story, Bregman was a partner at This is That for four years and spent ten years as head of production at Good Machine, where he supervised the production and post- production of over thirty feature films, including SENSE & SENSIBILITY, EAT DRINK, MAN WOMAN, WALKING & TALKING; and SAFE. Bregman teaches producing at Columbia University’s Graduate Film School and is Chairman of the Board of the IFP, the nation’s oldest and largest industry association for independent filmmakers, which also sponsors the annual Gotham Awards.

Bregman’s movies have won numerous awards at the Oscars, Golden Globes, BAFTAs, Gothams, Indie Spirits, and Cannes, Berlin and Sundance Film Festivals, among others. In 2010 Roger Ebert named SYNECHDOCHE, NEW YORK the Best Film of the Decade.

Likely Story’s upcoming releases include ’ “Modern Love” Season 2, ’s I’M THINKING OF ENDING THINGS, Alice Wu’s THE HALF OF IT, Warner Brother’s film adaptation of Lin-Manuel Miranda’s Tony-winning musical IN THE HEIGHTS; Robert Pulcini & Shari Springer Berman’s THINGS HEARD AND SEEN, starring Amanda Seyfried and James Norton; and John Patrick Shanley’s WILD MOUNTAIN THYME, starring Emily Blunt, Jamie Dornan, Jon Hamm, and Christopher Walken.

Peter Cron - Producer (Likely Story) Peter Cron is a Producer and currently serves as Vice President of Production & Development at Likely Story. His past credits include SOMEONE GREAT, SING STREET, AMERICAN ULTRA, THE CIRCLE, COLLATERAL BEAUTY, EVERY DAY, INDIGNATION, and THE WHOLE TRUTH. Along with TOPSIDE, his upcoming films include Robert Pulcini & Shari Springer Berman’s THINGS HEARD AND SEEN, starring Amanda Seyfried and James Norton. Prior to his tenure at Likely Story, Cron was a creative executive at both Scott Rudin Productions and The Weinstein Company.

Kara Durrett - Producer Kara Durrett is a Los Angeles-based film producer, dedicated to finding new voices. She was recently awarded the 2019 Sundance Producing Fellowship and joined Independent Film Project Producers Circle. She's had projects play in over 150 festivals worldwide (including Sundance, SXSW, Telluride, Cannes Official Selection). She began her career as an Associate Producer on William H. Macy’s film THE LAYOVER (HBO & DirectTV 2016) and went on to Co-Produce another feature KRYSTAL with him as well, which was released in the spring of 2018. Her past development work is credited with Rachel Winter (DALLAS BUYERS CLUB) and Terence Winter (HBO’s “Boardwalk Empire”). Her feature comedy SAVE YOURSELVES!, with partners Washington Square Films, premiered at the 2020 Sundance Film Festival. Her upcoming projects are a genre-thriller written/directed by Ben and Alex Brewer called EX, as well as indie drama THE STARLING GIRL, written and directed by Laurel Parmet with producing partners TOPIC.

Jonathan Montepare - Producer Jonathan Montepare is a Los Angeles-based producer with a focus on personal storytelling through director-driven collaborations. His career began in Los Angeles working for IFC on Xan Cassavetes’ documentary Z CHANNEL: A MAGNIFICENT OBSESSION, which premiered at Cannes in 2005. After years of working as a producer’s assistant on several studio productions, he moved to New York to focus on his true passion: creating distinctive, story-centered work with unique voices in film.

Since then, Jonathan has honed his skills a creative and physical producer of numerous award-winning independent films including Xan Cassavetes’ KISS OF THE DAMNED, Paul Bettany’s SHELTER, Desiree Akhavan’s APPROPRIATE BEHAVIOR, Joshua Marston’s COMPLETE UNKNOWN, and Ira Sachs’ LITTLE MEN. In 2016, he made Geremy Jasper’s Sundance splash PATTI CAKE$, which premiered in competition at Sundance and internationally at Cannes in Director’s Fortnight. That same year he became a Sundance Institute fellow after being invited to their Catalyst forum with Jordana Spiro’s film NIGHT COMES ON. In 2018, he premiered three films at Sundance; Akhavan’s THE MISEDUCATION OF CAMERON POST (2018 Grand Jury Prize winner), Spiro’s NIGHT COMES ON (2018 Next innovator Award), and Joshua Marston’s COME SUNDAY. His upcoming projects include Joe Robert Cole’s drama ALL DAY AND A NIGHT starring Jeffrey Wright, and Brett Haley’s SORTA LIKE A ROCK STAR starring Auli’i Cravalho, Carol Burnett, and Fred Armisen. Both films are completed and will be released by Netflix in 2020.

Melina Lizette - Producer (Level Forward) is an award-winning producer and development/production executive with Level Forward. Her films have screened at multiple festivals, two of which were subsequently sold to HBO. She most recently executive produced Season 3 of the Shatterbox short film series for female directors with Refinery29. Melina is a Film Independent Project Involve fellow where she earned the Barbara Boyle award for producing. As a writer, she had a series of essays published on the Huffington Post.

Josh Godfrey - Producer (K Period Media) Josh is a producer and executive at K Period Media, where he is overseeing a slate of upcoming film, television and theatrical productions with Kimberly Steward, most recently serving as producer on the upcoming THE TRUE ADVENTURES OF WOLFBOY starring Jaeden Martell, Chris Messina, Eve Hewson, Chloe Sevigny and John Turturro; and TOPSIDE. He was an Executive Producer on Luca Guadagnino’s re-imagining of the horror thriller SUSPIRIA with Amazon Studios and on the company’s first feature film, MANCHESTER BY THE SEA, which was nominated for six Academy Awards® including Best Picture and won two Oscars for Best Original Screenplay and Best Actor.

Daniel Crown - Producer (Red Crown) sold his theater circuit in 2007 after 15 years in the business and began investing in and producing films. In 2010, together with Daniela Taplin Lundberg and Riva Marker, Dan founded Red Crown Productions to continue his work in independent films exploring a wide range of genres and budgets. Red Crown focuses on smart and commercial pictures in both the independent and studio space. Dan is an executive producer of the upcoming film ALL RISE, which premiered at the 2018 Sundance Film Festival, starring Jennifer Hudson, Jeffrey Wright, and Jennifer Ehle. Red Crown also recently acquired the transgender screenplay QUEEN, a high school coming-of-age story about activist and model Corey Rae, and DEL & CHARNA about comedy icons Del Close and Chara Halpern with Kay Cannon attached to direct. Recently Dan served as an Executive Producer of HONEY BOY from Amazon Studios, written by and starring actor Shia LaBeouf. In March 2016, Red Crown premiered Michael Showalter’s HELLO, MY NAME IS DORIS, which stars Sally Field and Max Greenfield. The film won the Audience Award at the 2015 SXSW film festival and was released by /Sony Worldwide. Dan produced Cary Fukunaga’s Golden Globe- nominated and Independent Spirit Award-winning African child soldier film BEASTS OF NO NATION, which was released in Fall 2015 as the first feature film acquisition distributed by Netflix. Dan’s additional credits include THE FAMILY FANG (2016), Susanna Fogel’s LIFE PARTNERS (2014), and the critically acclaimed WHAT MAISIE KNEW (2013). Dan currently serves on the Board of Lenox Hill Hospital, HamptonsFilm, Connecticut Public Broadcasting, The Jerusalem Foundation, The Crohn’s and Colitis Foundation, The Lollipop Theater Network, the Independent Filmmaker Project and We Are Family Foundation. A native of Chicago, Dan resides in New York City where he and his wife, Ellen, are the proud parents of four children.

Kimberly Steward - Executive Producer (K Period Media) Kimberly Steward is an Academy Award-nominated producer, entrepreneur and philanthropist. In 2016, Steward and her company, K Period Media, saw its first feature film, MANCHESTER BY THE SEA, nominated for six Academy Awards®, including Best Picture, making Steward the second black woman after Oprah Winfrey to be nominated for Best Picture. MANCHESTER BY THE SEA went on to win Oscars for both Best Original Screenplay () and Best Actor (Casey Affleck). Steward first produced the noted Afro-centric documentaries OPPOSITE FIELD and THROUGH A LENS DARKLY: BLACK PHOTOGRAPHERS AND THE EMERGENCE OF A PEOPLE.

In 2013 she formed K Period Media to produce quality content and help launch the careers of next generation talent on both sides of the camera. Most recently, Steward and K Period Media produced and co-financed Luca Guadagnino’s re- imagining of the horror thriller SUSPIRIA with Amazon Studios, which had the highest per screen average opening in 2018. Coming soon from Steward and K Period is THE TRUE ADVENTURES OF WOLFBOY starring Jaeden Martell, Chris Messina, Eve Hewson, Chloe Sevigny and John Turturro; TOPSIDE, and the Broadway adaptation of John Carney's 2016 film SING STREET. K Period Media is currently developing an extensive slate of film, television and theater, including projects with Matt Damon, Keira Knightley and Chloe Grace Moretz, among others. Additionally, Steward serves on the board of the Museum of the Academy of Motion Picture Arts & Sciences.

Adrienne Becker - Executive Producer (Level Forward) is the CEO and a Co- Founder of Level Forward and co-Founder and former CEO of Killer Content. She was an Entrepreneur in Residence at CAA, a partner at The Media Farm, and the CEO of DailyCandy and also served as SVP at The Nielsen Company and InterActive Corp. She got her start on an airport tarmac in Philadelphia, where she held her first critically important position as ‘rope line holder’ for then Governor Bill Clinton, later as a Press Secretary on the 1996 campaign, and ultimately as a Special Assistant to the Secretary of Labor, Robert Reich. Produced film include TOWER and AMERICAN WOMAN, produced stage includes What The Constitution Means To Me and Slave Play.

Christy Spitzer Thornton - Executive Producer (Level Forward) is an award-winning producer and is currently the Head of Creative at Level Forward. Prior to that, she was an SVP at Participant Media and a VP at MTV. Her projects have screened at multiple festivals including Telluride, Berlin, HotDocs, and Sundance.

Yoni Liebling - Executive Producer (Red Crown) currently serves as the Vice President of Development at Red Crown. Yoni was born and raised in Philadelphia and is passionate and focused on discovering and fostering commercial films that represent diverse and authentic stories. Recently Red Crown Productions produced Amazon Studios’ HONEY BOY, which premiered at the 2019 Sundance Film Festival and was released in theaters during November 2019, and MONSTER, which premiered at the 2018 Sundance Film Festival. Liebling brings over seven years of experience to the company with previous positions at Black Label Media and Creative Arts Agency (CAA). At Black Label Media Liebling worked as a development assistant under CEO Molly Smith contributing on projects such as SICARIO, DEMOLITION, ’71, THE GOOD LIE and SIERRA BURGESS IS A LOSER. Prior to Black Label Media, Liebling spent over three years at CAA where he worked for Fred Specktor and Richard Lovett.

Lowell A. Meyer (Director of Photography) is an award-winning cinematographer based in Los Angeles, CA. His feature credits include Jim Cummings’ THUNDER ROAD (SXSW Grand Jury Prize, Deauville Grand Jury Prize) and Jocelyn Deboer & Dawn Luebbe’s GREENER GRASS (Sundance Official Selection). His short film credits include “Caroline” (Palme d’Or Nominee, Academy Awards Shortlist) and “Krista” ( Staff Pick Premiere Award).

In addition to his narrative work, he has shot multiple commercials and branded content for clients including Microsoft, Delta, TrueCar, Macy's, Nike, CB2, MLB, Planned Parenthood, and Samsung, as well as music videos for BOBI, Steady Holiday, Beirut, Watsky, MUNA, Nervo, and Stanton Warriors.

For more information, please visit www.lowellameyer.com.

Begoña Berges (Costume Designer) was born and raised in a small town in Spain called Benicassim. She graduated in Fashion Design at Llotja School of Arts in Barcelona and has a BA in Advertising from University of the Arts London. She got her first costume design job by chance in 2009, designing a short story. She instantly fell in love with the industry and developed a passion for helping challenging social stories get told. She has dressed Hollywood names such as Zachary Quinto, Emma Roberts and Julianne Nicholson for Mathew Newton's WHO WE ARE NOW (Toronto Film Festival 2017) as well as upcoming stars such as John David Washington and Anthony Ramos for Reinaldo Green's MONSTERS AND MEN (Sundance 2018). Her movies have won awards at Sundance, Tribeca and SXSW and she continues to favor good social writing and storytelling.

David Baloche (Composer) composes and performs music for film & television. He is a member of SAG-AFTRA and ASCAP. Notable works include: LOCKDOWN (Sundance 2019); GOODBYE, BROOKLYN (Slamdance 2018); BABS (FEFFS 2018); JELANII’S DANCE (Outfest 2018); FEVER (Largo 2017, Best Original Music); and MOUSE (SXSW 2017). He was a principal vocalist on FOX’s “Glee.” His album, Labyrinth, can be found on music streaming platforms. David began collaborating with Logan George and Celine Held at NYU Tisch as an acting partner to Logan and director of photography for Celine. Since then, David has become the on-call composer, collaborating on commercials, documentaries, narrative shorts, art installations, and more.

Rebecca Dealy (Casting Director) has cast works including DRUNK BUS (Sundance 2020), FAREWELL AMOUR, SPREE, and THE CLIMB. Other works include LUCE, MIDSOMMAR, PATTIS CAKE$, HEREDITARY, SEE YOU YESTERDAY, YES GOD YES (Special Jury Prize Best Ensemble, SXSW), ASSASSINATION NATION, SKATE KITCHEN, BLOW THE MAN DOWN, STANDING UP FALLING DOWN, A KID LIKE JAKE, AS YOU ARE. Upcoming works include AFTER YANG, FALSE POSITIVE, BOOGIE, JIGSAW and the Hulu series "Ramy" for streaming television.

Jennifer Venditti (Casting Director) is based in New York City. Her work recognizes the extraordinary in the ordinary, confronting stereotypes and broadening our ideas of beauty and our understanding of what it means to be human.

She began her career in 1998 in fashion where early on she identified a lack of diversity in representations of beauty. She developed then unheard of street casting techniques that evolved our definitions of what is considered beautiful. Her work appeared throughout the 90’s and 2000’s in some of the world’s most visible fashion and advertising imagery.

While scouting, Venditti began interviewing subjects to understand the people behind the faces. One such interview became a feature-length documentary; BILLY THE KID, which garnered attention from the film community, which in turn began seeking her out to cast films when traditional casting techniques fell short.

For each project, Venditti engages a full spectrum of talent possibilities; trained actors, performers, models, everyday people, members of sub-culture and diverse communities. She celebrates the alchemy that results from the mix.

Venditti has cast such film and tv projects as HBO’s hit show “Euphoria”; Mike Mills' upcoming feature C’MON C’MON, starring Joaquin Phoenix; the Safdie Brothers UNCUT GEMS and ; Alma Har'el’s HONEY BOY, starring Shia LaBeouf, Gotham Award nominated GIVE ME LIBERTY; as well as Andrea Arnold’s AMERICAN HONEY.

Working with some of the top directors in the industry, Venditti’s advertising and commercial work includes clients such as Facebook, Apple, Google, MAC, Fenty, Dior, Rodarte, Valentino, and many others.

CREDITS

K Period Media and Level Forward present in association with Red Crown

a Likely Story production a Level Forward and K Period Media production

in association with ELO Films

‘TOPSIDE’

Written & Directed by Celine Held & Logan George

Produced by Anthony Bregman Peter Cron

Produced by Kara Durrett Jonathan Montepare

Produced by Melina Lizette Josh Godfrey Dan Crown

Executive Producer Kimberly Steward

Executive Producer Adrienne Becker Christy Spitzer Thornton

Executive Producer Yoni Liebling

Director of Photography Lowell A. Meyer Production Designer Nora Mendis

10 Editor Logan George

Costume Designer Begoña Berges

Music by David Baloche

Casting by Rebecca Dealy and Jennifer Venditti

Unit Production Manager DAVID DUQUE-ESTRADA Production Supervisor BEN KAHN First Assistant Director COURTNEY FUSSELMAN Second Assistant Director ANDREAS O'DONOHUE VILLAGGIO Associate Producer AMANDA CROWN

CAST

Little ZHAILA FARMER Nikki CELINE HELD John FATLIP Les JARED ABRAHAMSON Lollie CYNTHIA TOMBROS Donnie GEORGE DOERNER Laura Torres TARRA RIGGS Tunnel Policeman KEVIN TANSKI Faker HECTOR FALCON Mary SHIRLEY ROECA Mac GINO VENTO Ray EVAN LOUISON Violet TONYE PATANO Eric THADDEUS DANIELS Joyce YVETTE MERCEDES MTA Attendant LORRIE ODOM Opera Singer DARIA SOMERS Passenger #1 GAMEELA WRIGHT Passenger #2 CYNDI COYNE Passenger #3 JOSEPH LATIMORE Passenger #4 MELLE POWERS Passenger #5 REN MARGATE Girl on Train CIARA FARMER MTA Policeman AVERY MASON Stunts Stunt Coordinator MANNY SIVERIO Stunt Performers WENDY GUTIERREZ SEAN ARCHER

CREW

A Camera Operator LOWELL A. MEYER B Camera Operator PETE KEELING A Camera First Assistants STACY MIZE DAVID MASLYN B Camera First Assistant MATT DEGREFF A Camera Second Assistants MYO CAMPBELL AMAYA CHENU B Camera Second Assistant TOMMY SCOGGINS DIT BRANDON KELLEY Stills Photographer JEONG PARK Script Supervisor LAIN KIENZLE Sound Mixer DENNIS RAINALDI Boom Operator FINN PFEFFER Gaffer TYLER HARMON-TOWNSEND Best Boy Electric JOE WHITE Additional Electrics GENNADY BRODKSY ALEX CARFI WES CARRIER ALEX ECHEVVARIA KATE GLENDENING SEAN HASS KYLE JOYCE GEORGE KONNARIS RUSSEL MATEOS OLIVER RUSH SHAUN SHRANK Key Grip CHRIS CAZAVILAN Best Boy Grip YORI BEN-HAIM Additional Grips ERIC BOSWELL BEN BROUGHTON GLENN FISHEL MARTIN FLORES SHANE FOWLER JOE MAGUIRE CHUCK MORAN ALVIN TAVAREZ JEREMY ROARABAUGH JOE TALARICO JONATHAN WASHIO AUPM BRADY KIRCHBERG Assistant Locations Manager PABLO BURN Location Consultant JILLIAN STRICKER Unit PA OSCAR BODDEN Parking Coordinator TAUHID HAKEIN Art Director LUKE GREEN Art Department Coordinator ALISHA HALLMARK Art Department Production Assistants DAN KOLOGY CHRIS CONLIN Graphics ZELDA VYSSOTSKY Art Pieces provided by CHRIS “FREEDOM” PAPE Clearance Coordinators VANISHING POINT, INC. DAWN CULLEN JONAS MARIA BLAIS O’LAUGHLIN Charge Scenic JOHN PURCELL Scenic Artist CHRISTOPHER HOLBROOK Set Decorator ELISE CLARK-JOHNSON Leadman SEAN ADAM KEHOE On Set Dresser LORENA MONTES DE OCA Shopper JAYNE CLARK Set Dressers AUSTIN ASHOME JAKE BELLEW RYAN CAVANAUGH KEVIN FLANAGAN ELLIE GONZALEZ Construction Coordinator DAVID KRAATZ Key Carpenter BRIAN JASCUR Second Carpenter SEAN KULAK Property Master MARIAH BURKE Property Assistant KATIE BROWN Assistant Costume Designer NICOLE RAUSCHER Set Costumer ORNELLA CHIOSSONE Wardrobe Supervisor LOWRI BEST Ager/Distresser RUDÁ TILLET Department Head Makeup ADELINA ATASHI Key Makeup RASHIDA BOLDEN CHELSEA PAIGE Department Head Hair ISATA ALLEN Hair Consultants TZIPI BEN-MAIER NISIAN SOLMIN Production Coordinator EVAN CATHCART Production Secretary KATE-MARIE ENGBERG Office Production Assistant BEN SHAFER Rochester Liaison/Supervisor SCOTT LANCER Second Second Assistant Director THOMAS MASSEY Set Production Assistants GRANT CONVERSANO JOHN GROSS NIKKI MORIELLO SIMONA BERENICE VIGNOLI Additional Set Production Assistants KIRK CAMERON JAKE SCUMACI JASON TERRILL Production Accountant SARA LANE First Assistant Accountant/Payroll DAWN MURPHY RILEY Background Casting KAREN ETCOFF, KEE CASTING Rochester Background Casting SUSAN ASER, TWO SUES CASTING & LOCATIONS Caterers MY KITCHEN WITCH CATERING MADELINE’S CATERING CHEF’S CATERING Craft Services Provided by JOE’S CRAFT SERVICE Key Craft Service JOE FACEY Set Medic GLENN BECKER Transportation Captain JOE FEATHERSTONE Drivers GENE CASSESE ARTHUR DURFEE ANDY HOSENFELD Likely Story Assistant to Mr. Bregman ABBY BROOKE EVP of Production & Development STEFANIE AZPIAZU Production Executive GREGORY ZUK Creative Executive ERICA MATLIN K Period Media Creative Executive ANDY SORGIE Director of Operations ELIZABETH MOSLEY Coordinators for Mr. Godfrey JUSTINE CLARKE STEVEN SACHS Assistants to Ms. Steward DYLAN KENIG NATALIE BLAIR Business Manager for KPM, Partner DAVID LLOYD Business Manager for KPM, Accountant CHRISTOPHER KELLY Business Manager for KPM, Account Manager HELE WALLACE Legal Counsel for KPM WENDY HELLER BRYAN PEPPER Level Forward Level Forward Team RACHEL GOULD MARIA KROVATIN BRENT ZACHERY ROGER CLARK RALPH STONE ANGIE WANG Red Crown Productions Assistant to Mr. Crown MAX SCHNEIDER

POST-PRODUCTION

Assistant Editor KEVIN ROGERS Visual Effects Supervisor NICHOLAS BATEMAN Visual Effects Provided by PANDAPAW / BILALI MACK LOGAN GEORGE Supervising Sound Editor / Re-Recording Mixer DAVID FORSHEE Dialogue Editor NOELLE DIMARCO Foley Supervisor JOANNA FANG Foley Artist LESLIE BLOOME Foley Mixer RYAN COLLISON CONNOR NAGY Foley Editor LAURA HEINZINGER NICK SEAMAN Foley Services Provided by ALCHEMY POST SOUND Picture Finishing Provided by GOLDCREST POST NY Colorist NAT JENCKS Head of Picture JAY TILIN Finishing Artist JORDAN P.H. STEIN DI Producer ETHAN LEIGHT DI Assist GIL LITVER DI Assist TOM YOUNGHANS Data I/O Manager ALEX HARTLEY Payroll Paymaster BETH HUNEKE, GREENSLATE Background Paymaster ALBERT BOYAMYAN, SESSIONS PAYROLL Post-Production Accounting & Tax Incentive Services Provided by GREENSLATE Post-Production Accountant SUNNY CRIST Production Counsel GRAY KRAUSS SANDLER DES ROCHERS LLP NICOLE COMPAS, ESQ STAR TYNER, ESQ Distribution Advisory Services Provided By ENDEAVOR CONTENT Camera Equipment Provided by ARRI RENTAL Grip and Lighting Equipment Provided by EASTERN EFFECTS GEARHEAD RENTALS Script Clearance Research DENNIS WHITCOMB, HOLLYWOOD SCRIPT RESEARCH On Set Tutor BERNADETTE JUSINSKI Insurance Provided by GALLAGHER ENTERTAINMENT SERVICES Insurance Services by DANIEL R'BIBO ALEX EKIZIAN Animals Provided by ALL-TAME ANIMALS, INC Vehicles Provided by EDGE AUTO RENTAL ENTERPRISE COURIER CAR RENTAL Licensed footage of 'Judge Faith' provided by GOOD FAITH PRODUCTIONS, LLC Licensed footage of 'Little Angel' provided by VALNET, INC Licensed audio from 'Dark Days' Provided by OSCILLOSCOPE LABORATORIES Book quote selected from 'The Mole People: Life in the Tunnels Beneath New York City' Copyright ©1993 by Jennifer Toth. All rights reserved including the right of reproduction in whole or in part in any form. Arranged with Chicago Review Press c/o Susan Schulman A Literary Agency

Very Special Thanks To

ELIZABETH WEBB & CHRIS GEORGE · BELINDA & CRAIG HELD · THE FARMER FAMILY · AMY & LEE PRESSLER · ELISE HELD · KEITH DURRETT · LAURIE DURRETT · BRANDON DURRETT · LYNN MEYER · MILO CLARK · TRISTIAN TILLEY · LORRAINE STEPHENS · TRACEY SPANN · CHARLOTTE ARNOUX · LOLA COHEN · KRISTIAN BRODIE · EMILY ROWAN · HAYLEY SHERWOOD · JOANNA BRODECKI · ROSE SCHWIETZ · EMMA LAWRENCE · JODY RUDIN · CHRISTINE QUINN · AMI CHOLIA · NORA BROWN · CHRIS “FREEDOM” PAPE · DAVID & THELMA STEWARD · CHRISTINA NORMAN · GRAHAM TAYLOR · CHRISTINE D'SOUZA GELB · JOANNA KORSHAK · SAMANTHA RACANELLI · DECLAN BALDWIN · NICK HOAGLAND · ROGER GREEN · NINA SORIANO · CHARLIE SCULLY · CODY BROWN · RICK ROSS · ALICE MEYER DURRETT · ABRAHAM BUTTS III · ADVANTAGE FEDERAL CREDIT UNION · CHURCH OF ST. JOSEPH OF THE HOLY FAMILY · CHURCH OF THE IMMACULATE CONCEPTION · DAVE'S SECOND HAND · DDS COMPANIES · DELMY MIRANDA · DICK DELPA · DON MAXWELL · FATHER DAVID NOLAN · FATHER FRANCIS SKELLY · FELIKS KISELYUK · FORT WASHINGTON PRESBYTERIAN CHURCH · FRANK LIPPA · GENE OLCZAK · GINNY DUCHARME · HUGO PAZMINO · IAN WEXLER · JEFFREY GLEISLE · JESSICA MILLS · JOE ALESSI · JOEL DIMARCO · JOHN SISAK · JOYCE AIKEN · JUAN PICHARDO · KARL GOLDSMITH · KARMA SAUCE · KHAN'S TUTORING · LEA ENVIRONMENTAL, LLC · LIA COLAYORI · LINDA DOSS · MEHO KAPIDZIC · MIKE MORSE · MORSE LUMBER CO. · MTA · NEW YORK WOMEN’S FOUNDATION · NIKO FELDMAN · PASSERO ASSOCIATES · PATH · PHILIP ARDILLO · PITTSFORD LUMBER · RANDY FREEMAN · RICK TANDY · ROY WESTON · RUTHIE JONES · RYAN DWORK · TABITHA PASSERO · TOM LANG · WASHINGTON SQUARE FILMS SONGS

“RICHER” Performed by T. Flex Written by Dennis Broderick, Theo Ross Rosenthal, Colton Fisher, Jason Rabinowitz and Cameron Marygold Courtesy of The Math Club "STRAIGHT TO THE TOP" Performed by Maybach Green ft. Redwood Written by Isaac Lucas, Colton Fisher, Jason Rabinowitz, Cameron Marygold, Brandon Stewart, Brayden Deskins, Jordyn Kane and Luke Dimond Courtesy of The Math Club “SHOOTAS SHOOT” Performed by Maybach Green Written by Isaac Lucas, Colton Fisher, Jason Rabinowitz, Cameron Marygold, Brandon Stewart, Brayden Deskins and Jordyn Kane Courtesy of The Math Club "WILD & RECKLESS" Performed by Young Bizzle Written by Theo Ross Rosenthal, Colton Fisher, Jason Rabinowitz, Brandon Stewart, Brayden Deskins, Jordyn Kane, Luke Dimond and Isaac Lucas Courtesy of The Math Club "LEVEL IT UP" Performed by Maybach Green Written by Isaac Lucas, Colton Fisher, Jason Rabinowitz, Cameron Marygold, Brandon Stewart, Brayden Deskins, and Jordyn Kane Courtesy of The Math Club "LOTTO" Performed by T. Flex Written by Dennis Broderick, Garrett Marshall Barnes, Kurt Zimmer, Colton Fisher, Jason Rabinowitz and Cameron Marygold Courtesy of The Math Club "COME SCOGLIO FROM COSI FAN TUTTE" Written by W.A Mozart Performed by Daria Somers Piano Accompaniment recorded by Glen Gary Fisher Filmed with the Support of the New York State Governor’s Office of Motion Picture & Television Development. new-york-state-of-opportunity_432.png OWNERSHIP OF THIS MOTION PICTURE IS PROTECTED BY COPYRIGHT AND OTHER APPLICABLE LAWS OF THE UNITED STATES OF AMERICA AND OTHER COUNTRIES. ANY UNAUTHORIZED DUPLICATION, DISTRIBUTION, OR EXHIBITION OF THIS MOTION PICTURE IS PROHIBITED AND COULD RESULT IN CRIMINAL PROSECUTION AS WELL AS CIVIL LIABILITY. THE CHARACTERS AND EVENTS DEPICTED IN THIS FILM ARE FICTICIOUS. NO DEPICTION OF ACTUAL PERSONS OR EVENTS IS INTENDED. COPYRIGHT © 2020 TOPSIDE PRODUCTIONS, LLC. ALL RIGHTS RESERVED.

2020 | USA | 90 minutes